Exhibit 10(m)
           AMENDMENT TO THE ELIZABETHTOWN WATER COMPANY
              SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN





      Effective  as  of  November  1,  1999,  pursuant  to  Section
11.1(b) of the Elizabethtown Water Company  Supplemental  Executive
Retirement  Plan (the  "Plan"),  the Plan is  amended,  subject  to
written  consent  by  each   Participant  as  required  by  Section
11.1(b)  of  the  Plan   (which   consent   may  be   obtained   in
counterparts),   by  adding  the  following  new  Section   11.1(c)
following Section 11.1(b) of the Plan:

        "(c)  In no  event  may  the  Plan  be  amended,  modified,
        terminated or
        constructively  terminated  under  Section  11.1(a)  unless
        there is in
        place,  as of the date of such  amendment,  modification or
        termination,
        another plan, fund or program that will provide  retirement
        income
        benefits  comparable  or  better  (specifically  and in the
        aggregate) to
        the benefits that would have been provided  under the terms
        of this Plan
        (and  the  terms  of  the  Employees'  Retirement  Plan  of
        Elizabethtown
        Water  Company,  in the  aggregate)  without regard to such
        amendment,
        modification  or  termination  (and  without  regard to the
        amendment,
        modification  or termination  of the Employees'  Retirement
        Plan of
        Elizabethtown   Water   Company   that  gave  rise  to  the
        amendment under
        Section  11.1(a) ). The preceding  sentence will apply only
        to
        individuals  who  were  Participants  in the Plan as of the
        date of such
        Plan  amendment,  modification  or  termination,  and  will
        continue to
        apply to such Participants  until their employment with the
        Company
        ends."

                               Elizabethtown Water Company

                               By:  Anne Evans Estabrook
                               Chairman of the Board

        I hereby  consent to the adoption of this  Amendment to the
        Plan:

        (Notary Seal)               _________________________
                                    Participant's Signature


                               Dated: November 1, 1999




 The above contract applies to the following individuals:
 Walter Braswell
 Beth Gates
 Edward Mullen
 Gail Brady
 Henry Patterson, III
 James Cowley
 Joseph Stroin
 Norbert Wagner
 Robert W. Kean, III
 Dennis W. Doll
 Andrew M. Chapman
<PAGE>

                                                              Exhibit 10(s)

                             EMPLOYMENT AGREEMENT


           EMPLOYMENT AGREEMENT, by and between E'town Corporation, a New
Jersey corporation (the "Company"), and Andrew M. Chapman, residing at
xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx (the "Executive"), dated as
of the 21st day of November, 1999.

                             W I T N E S S E T H:


           WHEREAS, the Executive has served as President of the Company and
Elizabethtown Water Company ("Elizabethtown Water");

           WHEREAS, pursuant to the Agreement and Plan of Merger, dated as of
the date hereof, among Thames Water plc, a public limited company organized
under the laws of England (the "Parent"), Edward Merger Sub, a New Jersey
corporation and the Company and its subsidiaries (the "Merger Agreement"),
the parties thereto have agreed to enter into the business combination
transaction described therein;

           WHEREAS, the Company and Elizabethtown Water desires that,
following the Effective Time (as defined in the Merger Agreement), the
Executive serve as its President and Chief Executive Officer, and the
Executive desires to so serve, in each case upon the terms and conditions set
forth herein.

           NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the Company and the Executive hereby agree as follows:

Employment.  The Company hereby agrees to employ the Executive, and the
Executive hereby agrees to be employed by the Company, pursuant to the terms
and conditions set forth in this Agreement.

Term.  Unless the Executive's employment shall sooner terminate pursuant to
Section 5, the Company shall employ the Executive for a term commencing on
the Effective Time (the "Commencement Date") and ending on the third
anniversary thereof (the "Initial Term").  Effective upon the expiration of
the Initial Term and of each Additional Term (as defined below), the
Executive's employment shall automatically be extended, upon the same terms
and conditions, for an additional period of one year (each, an "Additional
Term"), in each such case, commencing on the expiration of the Initial Term
or the then current Additional Term.  The period during which the Executive
is employed pursuant to this Agreement is referred to as the "Employment
Period."

Position and Duties.  (a) During the Employment Period, the Executive shall
serve as the President and Chief Executive Officer of the Company and
Elizabethtown Water and have such duties and responsibilities as are
customarily assigned to individuals serving in such positions and such other
duties consistent with the Executive's title and position as determined by
the Board of Directors of the Company (the "Board"); his duties shall
include, without limitation, full profit and loss responsibility for the
Company and sponsorship of all growth opportunities for the Company.  The
Executive shall report to (i) the Managing Director, International Operations
of Thames Water International Services Ltd. with respect to all operational
matters relating to the Company and its subsidiaries; and (ii) the Board with
respect to all other matters.  In addition, the Executive shall have a dotted
line reporting relationship to the President of Thames Water North America
Inc. ("Thames North America") with respect to development and marketing
matters of the Company.

           (b)During the Employment Period, the Company shall cause the
Executive to sit on the Board, and Executive shall sit on the Board of
Directors of Thames North America ("Thames Board") and Elizabethtown Water.
The Executive shall also be deputy chairman of AWM and AWWM.  In addition,
should the Parent, in the future, establish a board of directors for its
businesses in the Americas, then the Executive shall be made a member of such
board.  During the Employment Period, and excluding any periods of vacation,
holiday, personal leave and sick leave to which the Executive is entitled,
the Executive shall devote the Executive's full business time, attention and
ability to the business and affairs of the Company and shall use the
Executive's reasonable best efforts to carry out the Executive's
responsibilities faithfully and efficiently in a professional manner. It
shall not be considered a violation of the foregoing for the Executive to (i)
serve on corporate or civic boards reasonably approved by the Company or on
charitable boards or committees, (ii) deliver lectures or fulfill speaking
engagements and (iii) manage his or his family's personal investments, in
each case so long as such activities do not substantially interfere with the
performance of the Executive's responsibilities as an employee of the Company
in accordance with this Agreement, do not violate the Company's or the
Parent's rules and policies (or present a material conflict of interest with
the Company) and do not otherwise constitute a violation of Section 7 of this
Agreement.  The Executive shall comply with the rules and policies of the
Company that are generally applicable to the Company's senior executives.

Compensation.    Base Salary. During the Employment Period, the Executive
shall receive an annual base salary of $270,000, payable pursuant to the
Company's normal payroll practices, but no less frequently than monthly
("Salary").  Unless this Agreement has been earlier terminated pursuant to
Section 5, on the first anniversary of this Agreement and every anniversary
thereafter the Compensation Committee of the Board (the "Compensation
Committee") may increase the Executive's Salary from time to time as the
Compensation Committee, in its sole and absolute discretion, shall determine.

1 Bonuses.

1Performance Bonus.  During the Initial Term, the Company shall pay to the
Executive an annual cash bonus (the "Performance Bonus") equal to ten (10)
percent of the Executive's Salary, as in effect for such year, if the
Executive achieves a specified performance target ("Performance Target") of
which ninety percent (90%) shall be based on net profits before taxes based
on an agreed annual budget, and ten percent (10%) shall be based on
measurable customer service/water quality targets as determined by the
Compensation Committee.  Such Performance Bonus shall be increased by five
percent (5%) of the Executive's Salary for each five percent (5%) increment
over the Performance Target achieved by the Executive up to a maximum
Performance Bonus of fifty percent (50%) of the Executive's Salary, payable
as soon as reasonably practicable after the close of the Company's fiscal
year.

2 Customer Bonus.  During the Employment Period and on each anniversary of the
date of signing of the Merger Agreement, the Company shall pay the Executive
a cash bonus (the "Customer Bonus") equal to twelve and one-half percent
(12.5%) of the Executive's Salary, as in effect immediately prior to such
anniversary date (or in the case of the first anniversary of the date of
signing the Merger Agreement, the date of signing the Merger Agreement),  for
each net increase of 7,500 customer metered connections to the Company's base
customer level from such level on the day before the prior anniversary date,
payable as soon as reasonably practicable after the determination of the
Customer Bonus, if any.  Wholesale customer metered connections shall be
credited at a rate of fifty percent (50%) of retail customer metered
connections.  Such net increases shall exclude any customer metered
connections of entities or businesses acquired by the Company outside of the
State of New Jersey excluding those customer metered connections acquired
outside of the State of New Jersey where AWM had disclosed to the Parent (or
its affiliates) prior to the date hereof in connection with the due diligence
for the Merger Agreement that it had commenced marketing activities outside
of the State of New Jersey.  Such net increase shall also exclude the
acquisition of any privately held water system inside the State of New Jersey
where such system has more than 20,000 metered customers.

3 Restricted Stock Bonus.  Subject to the terms of the L-Tips Scheme, and
during the Employment Period, the Executive shall be eligible to receive an
annual grant of restricted shares of the stock of the Parent of up to twenty
(20) percent of Salary, as in effect on the date of such grant (with the
number of shares rounded down in the case of a fractional share).  The fair
market value of such shares shall be determined on the date of such grant in
accordance with the terms of the L-Tips Scheme and the exchange rate shall be
as published in the Wall Street Journal.  Each grant shall vest over a four
year period upon the attainment of performance goals specified in accordance
with the terms of the L-Tips Scheme or attainment of age 65 by the Executive
during the Employment Period.  Each such grant shall be made as of the
Commencement Date and each anniversary thereof during the Employment Period.

4 Special Retention Bonus. In consideration of the Executive's entering into
this Agreement, at the Commencement Time, the Company shall pay a cash bonus
("Special Retention Bonus") equal to twenty (20) percent of the Executive's
Salary in effect immediately prior to the Commencement Time.

2 Benefit Plans and Perquisites.  The Executive shall be entitled to
participate in all benefit, pension, savings, welfare, perquisite and other
plans or arrangements that the Company may establish from time to time for
its senior executive officers, subject to the terms and conditions of such
plans or arrangements.  Such plans or arrangements shall be no less favorable
to the Executive than those provided to the Executive by the Company
immediately prior to the Commencement Date.

3 Expenses.  During the Employment Period, the Executive shall be entitled to
receive reimbursement for all reasonable business expenses incurred by the
Executive in carrying out the Executive's duties under this Agreement in
accordance with the policies of the Company, provided that the Executive
complies with the policies, practices and procedures of the Company for
submission of expense reports, receipts, or similar documentation of such
expenses.

4 Vacation.  During the Employment Period, the Executive shall be entitled to
paid vacation of five (5) weeks per year.

5 Indemnification; D&O Insurance.

1 The Company agrees that if, during or after the Employment Period, the
Executive is made a party, or is threatened to be made a party, to any
action, suit or proceeding, whether civil, criminal, administrative or
investigative (a "Proceeding"), by reason of the fact that he is or was a
director, officer or employee of the Company or is or was serving at the
request of the Company as a director, officer, member, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
including service with respect to employee benefit plans, whether or not the
basis of such Proceeding is the Executive's alleged action in an official
capacity while serving as a director, officer, member, employee or agent, the
Executive shall be indemnified and held harmless by the Company to the
fullest extent legally permitted or authorized by the Company's certificate
of incorporation or bylaws or resolutions of the Board or, if greater, by the
laws of the State of New Jersey, against all cost, expense, liability and
loss (including, without limitation, attorney's fees, judgments, fines,
Employee Retirement Income Security Act of 1974, as amended ("ERISA") excise
taxes or other liabilities or penalties and amounts paid or to be paid in
settlement) reasonably incurred or suffered by the Executive in connection
therewith, and such indemnification shall continue as to the Executive even
if he has ceased to be a director, member, employee or agent of the Company
or other entity and shall inure to the benefit of the Executive's heirs,
executors and administrators.  The Company shall advance to the Executive all
reasonable costs and expenses incurred by him in connection with a Proceeding
within 20 calendar days after receipt by the Company of a written request for
such advance.  Such request shall include an undertaking by the Executive to
repay the amount of such advance if it shall ultimately be determined that he
is not entitled to be indemnified against such costs and expenses.
2 Neither the failure of the Company (including its Board, independent legal
counsel or stockholders) to have made a determination prior to the
commencement of any proceeding concerning payment of amounts claimed by the
Executive under Section 4(f)(i) above that indemnification of the Executive
is proper because he has met the applicable standard of conduct, nor a
determination by the Company (including its Board, independent legal counsel
or stockholders) that the Executive has not met such applicable standard of
conduct, shall create a presumption that the Executive has not met the
applicable standard of conduct.

           (iii)The Company agrees to continue and maintain a directors' and
officers' liability insurance policy covering the Executive to the extent the
Company provides such coverage for its other executive officers.

Termination of Employment.

1 Death or Disability.  The Executive's employment shall terminate
automatically upon the Executive's death or upon a determination by the Board
to terminate the Executive's employment as a result of his Disability during
the Employment Period.  For purposes of this Agreement, "Disability" shall
mean the Executive's incapacity due to physical or mental illness such that
the Executive shall have become qualified to receive benefits under the
Company's long-term disability plans or any equivalent coverage required to
be provided to the Executive pursuant to any other plan or agreement,
whichever is applicable.

2 By the Company.  The Company may terminate the Executive's employment during
the Employment Period for Cause or without Cause.  For purposes of this
Agreement, "Cause" shall mean (i) the conviction of, or entering a plea of
nolo contendre by, the Executive for a felony, or the willful commission by
the Executive of a criminal or other act that in the judgment of the Board
causes or will probably cause substantial economic damage to the Company or
substantial injury to the business reputation of the Company; (ii) the
commission by the Executive or an act of fraud in the performance of such
Executive's duties on behalf of the Company that causes or will probably
cause economic damage to the Company; or (iii) the continuing willful failure
of the Executive to perform the Executive's duties, as such duties were
performed by the Executive prior to the day of the Commencement Date (other
than any such failure resulting from the Executive's incapacity due to
physical or mental illness) after written notice thereof (specifying the
particulars thereof in reasonable detail) and a reasonable opportunity to be
heard and cure such failure are given to the Executive by the Compensation
Committee.  For purposes of this paragraph 5(b), no act, or failure to act,
on the Executive's part shall be considered "willful" unless done, or omitted
to be done, by the Executive not in good faith and without reasonable belief
that the Executive's action or omission was in the best interests of the
Company.

           A termination for Cause shall include a determination by the Board
following the termination of the Employment Period that circumstances existed
during the Employment Period that would have justified a termination by the
Company for Cause.

3 By the Executive.  The Executive may terminate employment during the
Employment Period with or without Good Reason.  For purposes of this
Agreement, "Good Reason" means, without the Executive's written consent, and
after written notice (specifying the particulars thereof in reasonable
detail) and a reasonable opportunity to be heard and cure an alleged failure
are given to the Board by the Executive:

1     the assignment by the Company to the Executive of duties which (x) are
      materially different or require travel significantly more time consuming
      or extensive than the Executive's duties or business travel obligations
      immediately prior to the Commencement Date other than travel to either
      of the Parent's or Thames North America's principal place of business;
      (y)result in either a significant reduction in the Executive's
      authority and responsibility as a senior corporate executive of the
      Company (other than responsibility and authority over AWM and AWWM) or
      (z) the removal of the Executive from, or any failure to reappoint or
      reelect the Executive to, his current position with the Company, except
      in connection with a termination of the Executive's employment by the
      Company for Cause, by reason of the Executive's death or Disability;

           i) a change in the reporting obligations of the Executive;

           ii)a reduction by the Company of the Executive's Salary, or the
      failure to grant increases in the Executive's Salary pursuant to
      paragraph 4(a), or on a basis at least substantially comparable to those
      granted generally to other executives of the Company of comparable
      title, salary and performance ratings, made in good faith;

           iii) the relocation of the Company's principal executive offices to
      a location outside the State of New Jersey, or a requirement by the
      Company that the Executive relocate (except for required travel on the
      Company's business) (x) to a location which is outside a radius of
      fifty (50) miles from the Executive's place of employment with the
      Company immediately prior to the Commencement Date, or (y) to a
      location outside the State of New Jersey; or, in the event the Executive
      expressly consents in writing to any such relocation of the Executive
      outside such fifty mile radius or the State of New Jersey, the failure
      by the Company to pay (or reimburse the Executive for) all reasonable
      moving expenses incurred by the Executive relating to a change of
      principal residence in connection with such relocation and to indemnify
      the Executive against any loss realized in the sale of the Executive's
      principal residence in connection with any such change of residence, all
      to the effect that the Executive shall incur no loss upon such sale on
      an after tax basis;

           iv)the failure by the Company to continue to provide the Executive
      with substantially the same welfare benefits (which for purposes of this
      Agreement shall mean benefits under all welfare plans as that term is
      defined in Section 3(1) of ERISA, and bonus plans and any other plan in
      which executives of the Company of comparable title and salary or
      subject to similar performance criteria participate provided for by this
      Agreement; or

           v) the failure of the Company to obtain the express written
      assumption of and agreement to perform this Agreement by any successor
      as contemplated in paragraph 15(b) hereof.

4Termination Procedures.  Any termination of the Executive's employment by
the Company or by the Executive shall be communicated by Notice of
Termination to the other party hereto given in accordance with this
Agreement.  For purposes of this Agreement, a "Notice of Termination" means a
written notice which (i) indicates the specific termination provision in this
Agreement relied upon, (ii) to the extent applicable, sets forth in
reasonable detail the facts and circumstances claimed to provide a basis for
termination of the Executive's employment under the provision so indicated
and (iii) if the Date of Termination (as defined below) is other than the
date of receipt of such notice, specifies the termination date.  For purposes
of this Agreement, "Date of Termination" means (i) if the Executive's
employment is terminated by the Company or by the Executive (other than for
death or Disability), 90 days following the date of receipt of the Notice of
Termination and (ii) if the Executive's employment is terminated by reason of
death or Disability, the Date of Termination shall be the date of death of
the Executive or, in the case of Disability, the date of the determination of
the Executive's Disability, provided that the Company may pay the Executive
(at the rate of his Annual Base Salary as then in effect) in lieu of part or
all of such notice period.

           The Executive shall not be entitled to give Notice of Termination
that the Executive is terminating employment with the Company with or without
Good Reason if the Executive shall have received a Notice of Termination from
the Company on or prior to the date on which the Executive desires to give a
Notice of Termination to the Company which Notice of Termination by the
Company specifies that the Company has terminated the Executive's employment
with the Company for Cause or by reason of the Executive's Disability.

           Notwithstanding anything contained in this Agreement to the
contrary, the Executive shall not be entitled to give Notice of Termination
that the Executive is terminating employment with the Company for Good Reason
more than six (6) months following the occurrence of the event alleged to
constitute Good Reason.

5Effect of Termination. Effective as of any Date of Termination, or, if
earlier, as of any date specified by the Company at or following the delivery
of a Notice of Termination, the Executive shall resign, in writing, from all
Board memberships and other positions then held by him with the Company and
its Affiliates.

Obligations of the Company upon Termination.

1 General. If, during the Employment Period, the Executive's employment
terminates for any reason, the Executive (or his estate, beneficiary or legal
representative) shall be entitled to receive (i) any earned or accrued but
unpaid Salary through the Date of Termination (including with respect to
unused vacation time), (ii) in the case of any termination of employment
other than for Cause, any earned but unpaid incentive awards payable pursuant
to Section 4(b) with respect to any fiscal year of the Company ending prior
to the Date of Termination and (iii) all amounts payable and benefits accrued
under any otherwise applicable plan, policy, program or practice of the
Company (other than relating to severance) in which Executive was a
participant during his employment with Company in accordance with the terms
thereof.

2 Termination During the Initial Term.  If, during the Initial Term, the
Company terminates the Executive's employment, other than for Cause, death or
Disability, or the Executive terminates employment for Good Reason, the
Company shall, subject to Section 12, in addition to the amounts provided in
paragraph (a) above and excluding any amounts provided in paragraphs (c) and
(d) below, pay to the Executive (or his estate, beneficiary or legal
representative):

           i) for a period of thirty (30) months following the Date of
      Termination, as compensation for services rendered by the Executive on
      or before the Executive's Date of Termination, the Executive's Salary
      and incentive awards payable under Section 4(b) (subject to any
      applicable payroll taxes or other taxes required to be withheld computed
      at the rate for supplemental payments) at the highest rate in effect
      during the twenty-four (24) month period ending on the Date of
      Termination; and

           ii)for a period of thirty (30) months following the Date of
      Termination, the Company shall provide, at the Company's expense, the
      Executive and the Executive's spouse and children with full benefits
      under any employee benefit plan or arrangement in which the Executive
      participated immediately prior to the Date of Termination, including,
      without limitation, any hospital, medical and dental insurance with
      substantially the same coverage and benefits as were provided to the
      Executive immediately prior to the Date of Termination; and

           iii) for a period of thirty (30) months following the Date of
      Termination, the Company shall provide to the Executive, at the
      Company's expense, the automobile (or a comparable automobile) or
      automobile allowance, as the case may be, provided by the Company to the
      Executive immediately prior to the Date of Termination and the Company
      shall reimburse the Executive any and all expenses incurred by the
      Executive in connection with the use of such automobile during such
      thirty month period to the extent that the Company reimburses generally
      other executives of comparable title and salary or subject to comparable
      performance criteria; and

           iv)any restricted stock of the Parent in the Executive's account
      (including any stock granted under the L-Tips Scheme) as an officer of
      the Company and any stock options granted to the Executive on or prior
      to the Date of Termination which are not vested in the Executive as of
      the Date of Termination shall become immediately vested, and all such
      restrictions thereon (including, but not limited to, any restrictions on
      the transferability of such stock), and any restrictions on any other
      restricted stock or stock options awarded to the Executive through any
      plan, arrangement or contract of the Company on or before the Date of
      Termination, shall be null and void and of no further force and effect
      and the Company agrees to accelerate and make immediately exercisable in
      full all unmatured installments of all outstanding stock options to
      acquire stock of the Company which the Executive holds as of the Date of
      Termination; and

           v) the Executive's retirement benefits in effect immediately prior
      to the date on which a Change in Control of the Company occurred under
      the Company's Supplemental Executive Retirement Plan or any successor
      plan in effect on the date on which a Change in Control of the Company
      occurred (the "SERP"), shall become fully vested and nonforfeitable on
      the Date of Termination and (i) if the Executive has not attained the
      age of 65 as of the Date of Termination, the Executive shall be deemed
      to have attained the age of 65 as of the Date of Termination for
      purposes of the normal retirement provisions of the SERP, and (ii) the
      Executive shall be deemed to have accumulated fifteen (15) years of
      continuous service on the Date of Termination for purposes of the
      benefit accrual provisions of the SERP, in addition to the number of
      years of service already accumulated by the Executive as of the Date of
      Termination.  In satisfaction of the Company's obligations under this
      Section 6(b)(v), the Company shall purchase an annuity or similar
      instrument owned by the Executive and payable to the Executive (or the
      Executive's beneficiaries, as the case may be) which provides for
      payment to the Executive of the SERP retirement benefits consistent with
      the provisions of Article 10 of the SERP which payment shall commence,
      subject to the Executive's right to make an Early Payout Election (as
      hereinafter defined), as of a date which is no later than sixty (60)
      days after the day on which the Executive attains the age 65
      ("Retirement Age").  Notwithstanding the foregoing sentence, the
      Executive shall be entitled to elect to receive such payment of the SERP
      retirement benefits before the Executive's Retirement Age (an "Early
      Payout Election") if the Executive has completed on the Date of
      Termination twenty-five (25) Years of Service, which Years of Service
      shall include the fifteen (15) years of additional continuous service
      which the Executive is deemed to have accumulated on the Date of
      Termination, in addition to the number of years of service already
      accumulated by the Executive as of the Date of Termination, in
      accordance with subparagraph (ii) of this Section 6(b)(v).  In the
      event that the Executive makes an Early Payout Election in accordance
      with this Section 6(b)(v), payment of the Executive's SERP retirement
      benefits under such annuity or similar instrument purchased by the
      Company under such annuity or similar instrument purchased by the
      Company under this Section 6(b)(v) shall commence as of a date which is
      no later than sixty (60) days after the day on which the Executive
      attains the age of 62; provided, however, that the SERP retirement
      benefits payable in accordance with the Early Payout Election by the
      Executive shall be calculated using the reduced percentage from 60% to
      55% consistent with the provisions of Section 6.2 of the SERP.  Such
      annuity or other instrument shall be purchased and delivered to the
      Executive by the Company within thirty (30) days after the Date of
      Termination.  In the event that the Executive elects to make an Early
      Payout Election in accordance with this Section 6(b)(v), the Executive
      shall deliver to the Company a written notice of the Executive's Early
      Payout Election within ten (10) calendar days after the Date of
      Termination.

3 Special Termination.  If, during the six (6) month period commencing on the
earlier of either (i) the date of the first BPU rate order received by the
Company's subsidiary, Elizabethtown Water after the Commencement Date; or
(ii) eighteen (18) months from the Commencement Date, as the case may be, the
Executive terminates employment with the Company and Elizabethtown Water,
exercised in his sole discretion without Cause, the Company shall, subject to
Section 12, in addition to the amounts provided in paragraph (a) above and
excluding any amounts provided in paragraphs (b) and (d) of this section, pay
to the Executive (or his estate, beneficiary or legal representative):

1     for a period of twenty-four (24) months following the Date of
      Termination, as compensation for services rendered by the Executive on
      or before the Executive's Date of Termination, the Executive's Salary
      (subject to any applicable payroll taxes or other taxes required to be
      withheld computed at the rate for supplemental payments) at the highest
      rate in effect during the twenty-four (24) month period ending on the
      Date of Termination; and

           i) for a period of twenty-four (24) months following the Date of
      Termination, the Company shall provide, at the Company's expense, the
      Executive and the Executive's spouse and children with full benefits
      under any employee benefit plan or arrangement in which the Executive
      participated immediately prior to the Date of Termination, including,
      without limitation, any hospital, medical and dental insurance with
      substantially the same coverage and benefits as were provided to the
      Executive immediately prior to the Date of Termination; and

           ii)for a period of twenty-four (24) months following the Date of
      Termination, the Company shall provide to the Executive, at the
      Company's expense, the automobile (or a comparable automobile) or
      automobile allowance, as the case may be, provided by the Company to the
      Executive immediately prior to the Date of Termination and the Company
      shall reimburse the Executive any and all expenses incurred by the
      Executive in connection with the use of such automobile during such
      twenty-four month period to the extent that the Company reimburses
      generally other executives of comparable title and salary or subject to
      comparable performance criteria; and

           iii) any restricted stock of the Parent which is unvested as of the
      Date of Termination shall become null and void; and

           iv)the Executive's retirement benefits in effect immediately prior
      to the Date of Termination under the Company's SERP shall be determined
      in accordance with the SERP except for the provisions relating to a
      Change of Control (as such term is defined in the SERP).

4 Termination during the Additional Term.  If, during the Additional Term, the
Company terminates the Executive's employment, other than for Cause, death or
Disability, or the Executive terminates employment for Good Reason, the
Company shall, subject to Section 12, in addition to the amounts provided in
paragraph (a) above and excluding any amounts provided in paragraphs (b) and
(c) above, pay to the Executive (or his estate, beneficiary or legal
representative):

           i) for a period of twelve (12) months following the Date of
      Termination, as compensation for services rendered by the Executive on
      or before the Executive's Date of Termination, the Executive's Salary
      (subject to any applicable payroll taxes or other taxes required to be
      withheld computed at the rate for supplemental payments) at the highest
      rate in effect during the twenty-four (24) month period ending on the
      Date of Termination; and

           ii)benefits required to be provided by the Company pursuant to
      section 4980B of the Internal Revenue Code of 1986, as amended (the
      "Code") ("COBRA").

1.Covenant Not to Compete.  The Executive acknowledges and agrees that the
Company has a legitimate interest in being protected from the Executive's
being employed in a position of management by an entity that competes with
the Company. The Executive and the Company have considered carefully how best
to protect the legitimate interests of the Company without unreasonably
restricting the economic interests of the Executive, and hereby agree to the
following restrictions, in addition to those contained in Section 8, as the
most reasonable and equitable under the circumstances.  During the Employment
Period and for the period during which the Executive receives payments,
pursuant to Sections 6(b), (c) or (d) hereof, after the Executive's
termination of employment with the Company, but in no event beyond the period
with respect to which the Executive is entitled to Salary after termination
of employment (the "Restriction Period"), the Executive will not, directly or
indirectly (whether as sole proprietor, partner or venturer, stockholder,
director, officer, employee or consultant or in any other capacity as
principal or agent or through any person, subsidiary or employee acting as
nominee or agent):

5 Conduct or engage in or be interested in or associated with any person,
firm, association, partnership, corporation or other entity that, within the
"Territory" (as defined below), directly competes with any service or product
that the Company actually provides to its customers, or that the Company has
taken substantial steps to commence providing that is (i) a significant part
of the Company's business or (ii) intended to be a significant part of the
Company's business in the Company's business plan, in each case determined as
of the Date of Termination (the "Business"), provided that the foregoing
shall not apply if the Executive's interest or association with such
competitor is unrelated to the Business.  "Territory" shall mean the
geographic area in which services or products are actually provided by the
Company, or that the Company has taken substantial steps to commence
providing that is (i) a significant part of the Company's business or (ii)
intended to be a significant part of the Company's business in the Company's
business plan, in each case determined as of the Date of Termination.

6 Take any action, directly or indirectly, to finance, guarantee or provide
any other material assistance to any person, firm association, partnership,
corporation or other entity which conducts or engages in the Business in the
Territory with respect to any activity that competes with the Business;

7 Influence or attempt to influence any person, firm, association,
partner-ship, corporation or other entity who is a contracting party with the
Company at any time during the Restriction Period to terminate any written
agreement with the Company except to the extent the Executive is acting on
behalf of the Company in good faith; or

8 Hire or attempt to hire for employment any person who is employed by the
Company at the time of hiring or attempted hiring or whose active employment
with the Company ceased less than six months prior to such time, or attempt
to influence any such person to terminate employment with the Company, except
to the extent the Executive is acting on behalf of the Company in good faith;
provided, however, that nothing herein shall prohibit the Executive from
general advertising for personnel not specifically targeting any employee or
other personnel of the Company.

9 The restrictive provisions of this Agreement shall not prohibit the
Executive from having as an investment an equity interest in the securities
of any corporation engaged in the Business, which securities are listed on a
recognized securities exchange or traded in the over-the-counter market to
the extent that such interest does not exceed 2% of the value or voting power
of such corporation and does not constitute control of such corporation.
For purposes of this Section 7 and Sections 8, 9 and 10 of this Agreement,
the term "Company" shall include the Company or with respect to the Business
or Territory in which the Executive is involved, its affiliates.

2.Confidential Information.  The Executive acknowledges and agrees that all
material information that is not publicly available or generally known in the
industry concerning the Company's business including, without limitation,
information relating to its products, customer lists, pricing, trade secrets,
patents, business methods, and cost data, business plans and strategies
(collectively, the "Confidential Information") is and shall remain the
property of the Company.  The Executive recognizes and agrees that all of the
material Confidential Information, whether developed by the Executive or made
available to the Executive, other than information that is not material to
the Company or generally known to the public or generally known in the
industry, is a unique asset of the business of the company, the disclosure of
which would be damaging to the Company.   Accordingly, the Executive agrees
to hold such material Confidential Information in a fiduciary capacity for
the benefit of the Company.  The Executive agrees that he will not at any
time during or within 10 years after the Executive's employment with the
Company for any reason, directly or indirectly, disclose to any person any
material Confidential Information the disclosure of which could harm the
Company, other than information that is already known to the public or
generally known in the industry, except as may be required in the ordinary
course of business of the Company or as may be required by law.  Promptly
upon the termination of this Agreement for any reason, the Executive agrees
to return to the Company any and all documents, memoranda, drawings, notes
and other papers and items (including all copies thereof, whether electronic
or otherwise) embodying any Confidential Information of the Company which are
in the possession or control of the Executive.  Information concerning the
Company's business that becomes public as a result of the Executive's breach
of this Section 8 shall be treated as Confidential Information as defined in
this Section 8.  The Executive shall not be deemed to have breached this
Section 8 unless the disclosure of such Confidential Information actually
causes harm to the Company or any of its affiliates.

3.Breach of Certain Provisions.  The Executive acknowledges that a violation
on the Executive's part of any of the covenants contained in Sections 7 or 8
of this Agreement would cause immeasurable and irreparable damage to the
Company.  The Executive represents that his economic means and circumstances
are such that the provisions of this Agreement, including the
non-competition, non-solicitation of employees, confidentiality and Company
property provisions, will not prevent him from providing for himself and his
family on a basis satisfactory to him and them.  Accordingly, the Executive
agrees that the Company shall be entitled to injunctive relief in any court
of competent jurisdiction for any actual or threatened violation of any such
covenant in addition to any other remedies it may have.  The Executive agrees
that in the event that any arbitrator or court of competent jurisdiction
shall finally hold that any provision of Sections 7 or 8 hereof is void or
constitutes an unreasonable restriction against the Executive, the provisions
of such Section shall not be rendered void but shall apply to such extent as
such arbitrator or court may determine constitutes a reasonable restriction
under the circumstances.  Any breach by the Executive of the provisions of
Sections 7 or 8 of this Agreement shall relieve the Company of all
obligations to any further payments to the Executive pursuant to this
Agreement or otherwise under any incentive or equity awards made by the
Company.

4.Property of the Company.  The Executive acknowledges that from time to time
in the course of providing services pursuant to this Employment Agreement, he
shall have the opportunity to inspect and use certain property, both tangible
and intangible, of the Company, including Confidential Information.  The
Executive hereby agrees that such property shall remain the exclusive
property of the Company and shall be returned to the Company upon the
Executive's termination of employment.

5.Litigation; Cooperation.  If this Agreement is terminated by the Company
other than for Cause or by the Executive for Good Reason, in consideration of
the payments to be made to the Executive by the Company pursuant to Section
6(b) of this Agreement, the Executive agrees, during the period that the
Company is actually making such payments to the Executive and providing
benefits to the extent required pursuant to Section 6(b), to provide to the
Company and its affiliates truthful and complete cooperation including, but
not limited to, the Executive's appearance at interviews and depositions at
reasonable times (taking into account the Executive's then employment and
place of residence) in all regulatory and litigation matters relating to the
Company and the Executive's employment by the Company, whether or not such
matters have been commenced at the time of such termination, and to provide
to counsel to the Company and its affiliates, upon request, all documents in
the Executive's possession or under his control relating to such regulatory
and litigation matters, all at no additional compensation to the Executive;
provided, however, that the Company will reimburse the Executive for (a) all
reasonable expenses, including travel, lodging, meals and attorneys' fees and
(b) any salary forfeited by the Executive or vacation time consumed by him
during time spent by the Executive, in connection with the foregoing.

6.Release.  In consideration of the payments to be made to the Executive
pursuant to Section 6(b), (c) or (d) of this Agreement and as a condition to
the payment thereof, the Executive acknowledges that all such payments, if
made in accordance with the terms of this Agreement, shall constitute
complete satisfaction of all obligations owed by the Company to the Executive
hereunder and shall further constitute the Executive's sole remedy against
the Company regarding the Executive's employment hereunder.  The parties
hereby agree that if this Section 12 becomes applicable they will execute a
mutually acceptable general release to reflect the provisions of this
Section.

7.Certain Additional Payments by the Company.

10Anything in this Agreement to the contrary notwithstanding, in the event it
shall be determined that any payment award, benefit or distribution by the
Company to or for the benefit of the Executive (whether pursuant to the terms
of this Agreement or otherwise, but determined without regard to any
additional payments required under this Section 13) (a "Payment") would be
subject to the excise tax imposed by Section 4999 of the Code or any
corresponding provisions of state or local tax laws, or any interest or
penalties are incurred by the Executive with respect to such excise tax (such
excise tax together with any such interest and penalties, are hereinafter
collectively referred to as (the "Excise Tax")), then the Executive shall be
entitled to receive an additional payment (a "Gross-Up Payment") in an amount
such that after payment by the Executive of all taxes (including, but not
limited to, any income taxes, Excise Taxes and any interest or penalties
imposed with respect to any such taxes) imposed upon the Gross-Up Payment,
the Executive retains an amount of the Gross-Up Payment equal to the Excise
Tax imposed upon the Payments.

11 Subject to the provisions of Section 13(c), all determinations required to
be made under this Section 13, including whether and when a Gross-Up Payment
is required and the amount of such Gross-Up Payment and the assumptions to be
utilized in arriving at such determination, shall be made by the Company in
good faith in consultation with the Executive and his advisors, which shall
provide detailed supporting calculations to the Executive within fifteen (15)
business days of the receipt of notice from the Executive that there has been
a Payment (or, if later, within fifteen (15) days of the date it is
determined by the Company that the Payment is subject to the Excise Tax).
Any Gross-Up Payment, as determined pursuant to this Section 13, shall be
paid by the Company to the Executive within five days of the receipt of the
Company's determination.  As a result of the uncertainty in the application
of Section 4999 of the Code, it is possible that Gross-Up Payments which will
not have been made by the Company should have been made ("Underpayment"),
consistent with the calculations required to be made hereunder.  In the event
that the Company exhausts its remedies pursuant to Section 13(c) and the
Executive thereafter is required to make a payment of any Excise Tax, any
such Underpayment shall be promptly paid by the Company to or for the benefit
of the Executive.  If it is established pursuant to a final determination of
a court or an Internal Revenue Service proceeding or the opinion of
independent counsel agreed upon by the parties that the Excise Tax is less
than the amount taken into account under Section 13(a) of this Agreement, the
Executive shall repay to the Company within thirty (30) days of the
Executive's receipt of notice of such final determination or opinion the
portion of the Gross-Up Payment attributable to such reduction (plus the
portion of the Gross-Up Payment attributable to the Excise Tax and federal,
state and local income tax imposed on the Gross-Up Payment being repaid by
the Executive if such repayment results in a reduction in Excise Tax or a
federal, state and local income tax deduction) plus any interest received by
the Executive on the amount of such repayment.

12 The Executive shall notify the Company in writing of any claim by the
Internal Revenue Service that, if successful, would require the payment by
the Company of the Gross-Up Payment.  Such notification shall be given as
soon as practicable but no later than ten business days after the Executive
is informed in writing of such claim and shall appraise the Company of the
nature of such claim and the date on which such claim is requested to be
paid.  The Executive shall not pay such claim prior to the expiration of the
30-day period following the date on which the Executive gives such notice to
the Company (or such shorter period ending on the date that any payment of
taxes with respect to such claim is due).  If the Company notifies the
Executive in writing prior to the expiration of such period that it desires
to contest such claim, the Executive shall:

            A(give the Company any information reasonably requested by the
Company relating to such claim,

            B(take such action in connection with contesting such claim as the
Company shall reasonably request in writing from time to time, including,
without limitation, accepting legal representation with respect to such claim
by an attorney reasonably selected by the Company.

            C(cooperate with the Company in good faith in order effectively to
contest such claim, and

            D(permit the Company to participate in any proceedings relating to
such claim; provided, however, that the Company shall bear and pay directly
all costs and expenses (including additional interest and penalties) incurred
in connection with such contest and shall indemnify and hold the Executive
harmless, on an after-tax basis, for any Excise Tax or income tax (including
interest and penalties with respect thereto) imposed as a result of such
representation and payment of costs and expenses.  Without limitation on the
foregoing provisions of this Section 13(c), the Company shall control all
proceedings taken in connection with such contest and, at its sole option,
may pursue or forgo any and all administrative appeals, proceedings, hearings
and conferences with the taxing authority in respect of such claim and may,
at its sole option, either direct the Executive to pay the tax claimed and
sue for a refund or contest the claim in any permissible manner, and the
Executive agrees to prosecute such contest to a determination before any
administrative tribunal, in a court of initial jurisdiction and in one or
more appellate courts, as the Company shall determine; provided, however,
that if the Company directs the Executive to pay such claim and sue for a
refund, the Company shall advance the amount of such  payment to the
Executive, on an interest-free basis and shall indemnify and hold the
Executive harmless, on an after-tax basis, from any Excise Tax or income tax
(including interest or penal-ties with respect thereto) imposed with respect
to such advance or with respect to any imputed income with respect to such
advance; and further provided that any extension of the statute of
limitations relating to payment of taxes for the taxable year of the
Executive with respect to which such contested amounts claimed to be due is
limited solely to such contested amount.  Furthermore, the Company's control
of the contest shall be limited to issues with respect to which a Gross-Up
Payment would be payable hereunder and the Executive shall be entitled to
settle or contest, as the case may be, any other issue raised by the Internal
Revenue Service or any other taxing authority.

13 If, after the receipt by the Executive of an amount advanced by the Company
pursuant to Section 13(c), the Executive becomes entitled to receive any
refund with respect to such claim, the Executive shall (subject to the
Company's complying with the requirements of Section 13(c)) promptly pay to
the Company the amount of such refund (together with any interest paid or
credited thereon after taxes applicable thereto).  If, after the receipt by
the Executive of an amount advanced by the Company pursuant to Section 13(c),
a determination is made that the Executive shall not be entitled to any
refund with respect to such claim and the Company does not notify the
Executive in writing of its intent to contest such denial of refund prior to
the expiration of 30 days after such determination, then such advance shall
be forgiven and shall not be required to be repaid and the amount of such
advance shall offset, to the extent thereof, the amount of Gross-Up Payment
required to be paid.

8.Arbitration.  Any dispute, controversy, or question arising under, out of,
or relating to this Agreement (or the breach thereof) or, Executive's
employment with the Company or termination thereof (including, but not
limited to, claims of discrimination), shall be referred for arbitration to
be held in New Jersey (or such other place as the parties and the arbitrator
shall agree) to a neutral arbitrator selected by the Executive and the
Company and this shall be the exclusive and sole means for resolving such
dispute (other than for injunctive relief under Section 9 of this Agreement).
The arbitration shall be conducted in accordance with the Employment
Arbitration Rules (the "Rules") of the American Arbitration Association (the
"AAA") in effect at the time of the arbitration, except that the arbitrator
shall be selected by alternatively striking from a list of five arbitrators
supplied by the AAA, and the decision of the arbitrator shall be governed by
the rule of law.  Such right to submit a dispute arising hereunder to
arbitration and the decision of the neutral arbitrator shall be final,
conclusive and binding on all parties and interested persons and no action at
law or in equity shall be instituted or, if instituted, further prosecuted by
either party other than to enforce the award of the neutral arbitrator.  The
arbitrator shall take submissions and hear testimony, if necessary, and shall
render a written decision as promptly as possible.  The arbitrator may
require discovery for good cause shown.  Each party shall bear its own costs
and expenses incurred in connection with any such arbitration; provided the
Company will initially pay for the fees, time, charges and expenses of the
arbitrator and the AAA; provided, further, that the arbitrator shall be
entitled to award to the prevailing party reimbursement of its reasonable
legal costs and expenses (including with respect to the arbitrator and the
AAA).

9.Successors.

14 This Agreement is personal to the Executive and, without the prior written
consent of the Company, shall not be assignable by the Executive except by
will or the laws of descent and distribution.  This Agreement shall inure to
the benefit of and be enforceable by the Executive's legal representatives.

15 This Agreement shall inure to the benefit of and be binding upon the
Company and its successors and assigns, provided that the Company may not
assign this Agreement except in connection with the assignment or disposition
of all or substantially all of the assets or stock of the Company.  In the
event of such assignment, a failure by the successor to specifically assume,
in a writing reasonably acceptable in form and content to the Executive, and
delivered to the Executive, the obligations and liabilities of the Company
hereunder shall be deemed a material breach of this Agreement.  Except as
specifically provided in this Agreement, "Company" shall mean both the
Company as defined above and any such successor that assumes and agrees to
perform this Agreement, by operation of law or otherwise.

10.Miscellaneous.

16 This Agreement shall be governed by, and construed in accordance with, the
laws of the State of New Jersey, without reference to its conflict of law
rules.

17 All notices and other communications under this Agreement shall be in
writing and shall be given by hand delivery to the other party or by
registered or certified mail, return receipt requested, postage prepaid,
addressed as follows:


           If to the Executive:

               Andrew M. Chapman
               XXXXXXXXXXXXXXXXX
               XXXXXXXXXXXXXXXXX
               (Home Address)

           If to the Company:

               Thames Water North America Inc.
               Two Stamford Plaza - 15th Floor
               281 Tresser Boulevard
               Stamford, CT  06091
               Attn:  Jeremy Pelczer


           With a copy to:

               Thames Water North America Inc.
               Two Stamford Plaza - 15th Floor
               281 Tresser Boulevard
               Stamford, CT  06091
               Attn:  Ronald E. Walsh

or to such other address as either party may have furnished to the other in
writing in accordance herewith, except that notices of change of address
shall be effective only upon receipt.

18 The invalidity or unenforceability of any provision of this Agreement shall
not affect the validity or enforceability of any other provision of this
Agreement.  If any provision of this Agreement shall be held invalid or
unenforceable in part, the remaining portion of such provision, together with
all other provisions of this Agreement, shall remain valid and enforceable
and continue in full force and effect to the fullest extent consistent with
law.

19 Notwithstanding any other provision of this Agreement, the Company may
withhold from amounts payable under this Agreement, and shall pay over to the
appropriate authorities in a manner consistent with all applicable
requirements, all federal, state, local and foreign taxes that are required
to be withheld by applicable laws or regulations.

20 The Executive's or the Company's failure to insist upon strict compliance
with any provision of, or to assert any right under, this Agreement shall not
be deemed to be a waiver of such provision or right or of any other provision
of or right under this Agreement. This Agreement may not be amended or
modified except by a written agreement executed by the parties hereto or
their respective successors and legal representatives.

21 Except as provided herein, the Executive and the Company acknowledge that
this Agreement constitutes the entire agreement between the parties and
supersedes any prior agreement between the Executive and the Company
concerning the subject matter hereof, including, but not limited to, the
change of control agreement between the Executive and Company and any
amendment thereto (the "Prior Agreement").  The Executive agrees that the
Prior Agreement shall terminate as of the Commencement Date, and the
Executive explicitly waives any rights to payments or benefits under the
Prior Agreement, other than any earned or accrued base salary, bonus or other
amounts payable or benefits owed and unpaid prior to the Commencement Date.
The Executive shall not be entitled to participate in any severance plans or
programs of the Company during the Employment Period.

22 This Agreement shall be of no force and effect if the Merger (as defined in
the Merger Agreement) does not become effective and shall automatically
expire if the Merger Agreement is terminated.

23 This Agreement may be executed in several counterparts, each of which be
deemed an original, and said counterparts shall constitute but one and the
same instrument.

24 The Company and Thames North America will be jointly and severally liable
for all obligations and agreements of each of them hereunder.

25 Nothing in this Agreement shall be deemed to entitle the Executive to
continued employment with the Company and the rights of the Company to
terminate the employment of the Executive shall continue as fully as though
this Agreement were not in effect; provided, that, this provision shall not
constitute a waiver by the Executive of his rights under this Agreement.

26 The Executive shall not be required to mitigate damages or the amount of
any payment or other benefit provided for in this Agreement by seeking other
employment or otherwise, nor shall the amount of any payment or other benefit
provided for in this Agreement then or thereafter due to the Executive be
reduced or modified by any compensation or other payment or benefit earned or
received by the Executive as the result of or in connection with any
employment of the Executive by another employer after the Date of
Termination, or otherwise.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
set forth above.

                               EXECUTIVE

                               /s/ Andrew M. Chapman
                               ____________________________
                               ANDREW M. CHAPMAN


E'TOWN CORPORATION

/s/ Anne Evans Estabrook
______________________________
Name:
Title:


THAMES WATER NORTH AMERICA INC.

/s/ Ronald E. Walsh
______________________________
Name: Ronald E. Walsh
Title: Vice President
<PAGE>


                                                               Exhibit 10(t)
                           AMENDMENT TO

         AMENDED AND RESTATED CHANGE IN CONTROL AGREEMENT

                       Dated August 20, 1998

                          by and between

                      Executives named below

                                and

                        E'TOWN CORPORATION



      This  Amendment  ("Amendment")  to the Amended  and  Restated
Change In Control  Agreement,  dated as of August 20, 1998  between
Executive  Named  Below (the  "Executive")  and E'TOWN  CORPORATION
(the  "Company"),  is  made  effective  as  of  this  20th  day  of
November, 1999 by and between the Executive and the Company.

                            WITNESSETH:

      WHEREAS,  the Company has entered into that  certain  Amended
and  Restated  Change  in  Control  Agreement  with the  Executive,
dated as of August  20,  1998 (the  "Agreement"),  which sets forth
the terms and  conditions  under which  benefits and payments shall
be made by the Company or its successor to the  Executive  upon any
termination of the  Executive's  employment with the Company in the
event of a change in  control  of the  Company  as  defined  in the
Agreement; and

      WHEREAS,  the  parties  hereto  have  agreed to make  certain
clarifications  to the terms and  conditions of the  Agreement,  as
are reflected herein;

      NOW,  THEREFORE,  for good and  valuable  consideration,  the
receipt and  sufficiency  of which are hereby  acknowledged  by the
parties,  the  parties  hereto,   intending  to  be  legally  bound
hereby, agree to amend the Agreement as follows:

      1.   Paragraph  4(f) of the Agreement is amended by replacing
paragraph 4(f) in its entirety with the following:

           "4(f).    the  Executive's  retirement  benefits in
           effect  immediately  prior  to the  date on which a
           Change in Control  of the  Company  occurred  under
           the  Company's  Supplemental  Executive  Retirement
           Plan, or any  successor  plan in effect on the date
           on  which  a  Change  in  Control  of  the  Company
           occurred  (the  "SERP"),  shall become fully vested
           and  nonforfeitable  on the Date of Termination and
           (i) if the  Executive  has not  attained the age of
           65 as of the  Date of  Termination,  the  Executive
           shall be deemed to have  attained  the age of 65 as
           of the  Date of  Termination  for  purposes  of the
           normal retirement  provisions of the SERP, and (ii)
           the Executive  shall be deemed to have  accumulated
           ten (10)  years of  continuous  service on the Date
           of Termination  for purposes of the benefit accrual
           provisions  of the SERP,  in addition to the number
           of  years of  service  already  accumulated  by the
           Executive  as  of  the  Date  of  Termination.   In
           satisfaction  of the  Company's  obligations  under
           this paragraph  4(f), the Company shall purchase an
           annuity   or  similar   instrument   owned  by  the
           Executive  and  payable  to the  Executive  (or the
           Executive's  beneficiaries,  as the  case  may  be)
           which  provides for payment to the Executive of the
           SERP  retirement   benefits   consistent  with  the
           provisions  of Article 10 of the SERP which payment
           shall commence,  subject to the  Executive's  right
           to make an Early Payout  Election  (as  hereinafter
           defined),  as of a  date  which  is no  later  than
           sixty   (60)  days  after  the  day  on  which  the
           Executive  attains the age 65  ("Retirement  Age").
           Notwithstanding   the   foregoing   sentence,   the
           Executive  shall be  entitled  to elect to  receive
           such  payment  of  the  SERP  retirement   benefits
           before the  Executive's  Retirement  Age (an "Early
           Payout  Election")  if the  Executive has completed
           on the Date of Termination  twenty-five  (25) Years
           of Service,  which Years of Service  shall  include
           the  ten  (10)  years  of   additional   continuous
           service  which  the  Executive  is  deemed  to have
           accumulated   on  the  Date  of   Termination,   in
           addition to the number of years of service  already
           accumulated  by the  Executive  as of the  Date  of
           Termination,  in accordance with  subparagraph (ii)
           of this  paragraph  4(f).  In the  event  that  the
           Executive   makes  an  Early  Payout   Election  in
           accordance  with this  paragraph  4(f),  payment of
           the  Executive's  SERP  retirement  benefits  under
           such  annuity or similar  instrument  purchased  by
           the  Company  under  this   paragraph   4(f)  shall
           commence  as of a date which is no later than sixty
           (60)  days  after  the day on which  the  Executive
           attains the age of 62; provided,  however, that the
           SERP  retirement  benefits  payable  in  accordance
           with the Early  Payout  Election  by the  Executive
           shall be  calculated  using the reduced  percentage
           from 60% to 55%  consistent  with the provisions of
           Section  6.2 of the  SERP.  Such  annuity  or other
           instrument  shall be purchased and delivered to the
           Executive  by the Company  within  thirty (30) days
           after the Date of  Termination.  In the event  that
           the  Executive  elects  to  make  an  Early  Payout
           Election in accordance  with this  paragraph  4(f),
           the  Executive  shall  deliver  to  the  Company  a
           written  notice  of the  Executive's  Early  Payout
           Election  within ten (10)  calendar  days after the
           Date of Termination; and"


      2.   If any of the terms and  conditions of the Agreement are
inconsistent  with the terms and conditions of this Amendment,  the
terms  and  conditions  of  this  Amendment  shall  supercede  such
inconsistent  terms  and  conditions  of the  Agreement.  Except to
the extent  changed or modified  herein,  all terms and  conditions
of the  Agreement  shall remain  unchanged and be in full force and
effect.

      IN WITNESS  WHEREOF,  the parties  hereto have  executed this
Amendment as of the day and year first written above.

                          EXECUTIVE:


                          /s/ Executive named below



                          E'TOWN CORPORATION


                          By: /s/ Anne Evans Estabrook
                                 Anne Evans Estabrook,  Chairman of the Board



The above contract applies to the following individuals:
 Walter Braswell
 Beth Gates
 Edward Mullen
 Gail Brady
 Henry Patterson, III
 James Cowley
 Joseph Stroin
 Norbert Wagner
 Robert W. Kean, III
 Dennis W. Doll
 Andrew M. Chapman